Report on compliance of AB S.A. with the Corporate Governance Rules

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1 Report on compliance of AB S.A. with the Corporate Governance Rules

2 Contents 1. Indication of corporate governance rules applicable to AB S.A Indication of corporate governance rules which have not been applied by AB S.A Description of the key features of internal control and risk management systems applied at the Company with respect to the process of preparing financial statements and consolidated financial statements Shareholders holding, directly or indirectly, large blocks of shares Holders of securities with special control rights Limitations to the exercise of voting rights Limitations to the assignment of an ownership title to the issuer s securities Description of the rules governing appointment and dismissal of managers and their rights Description of the rules governing changes in the Company s Articles of Association Description of the functioning of the General Shareholders Meeting and its fundamental powers as well as of shareholders rights and their exercise Composition and the principles of functioning of the Company s governing bodies Composition and the principles of functioning of the Company s supervisory bodies... 9

3 This Report was prepared on the basis of Section 29.5 of the Stock Exchange Regulations, adopted by way of resolution No. 1/1110/2006 of the Council of the Warsaw Stock Exchange of 4 January 2006, as amended. The Company s Management Board herewith informs that in preparing this report the Company complied with the guidelines included in Section of the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information disclosed by issuers of securities and on conditions of recognition as equivalent of information required by the law of non-member states (consolidated text, Journal of Laws of 2014, item 133). 1. Indication of corporate governance rules applicable to AB S.A. AB S.A. is obliged to comply with a set of corporate governance rules called the Code of Best Practice for WSE Listed Companies adopted by the Supervisory Board of the Warsaw Stock Exchange on 4 July The full text (consolidated after inclusion of amendments) is publicly available at the Warsaw Stock Exchange website in the Corporate Governance Rules section 2. Indication of corporate governance rules which have not been applied by AB S.A. Acting pursuant to Section 29.5 of the Warsaw Stock Exchange Regulations, the Issuer specifies the corporate governance rules that have not been applied by it: No. RULE AB S.A. S COMMENTARY I. RECOMMENDATIONS FOR BEST PRACTICE FOR LISTED COMPANIES 12. A Company should enable its shareholders to exercise the voting right during a General Meeting either in person or through a plenipotentiary, outside the venue of the General Meeting, using electronic communication means. The Company s corporate documents (Articles of Association, Regulations of the General Shareholders Meeting) do not provide for the possibility of participating in the General Meeting and exercising the voting right using electronic communication means. II. BEST PRACTICE FOR MANAGEMENT BOARDS OF LISTED COMPANIES 1. A Company should operate a corporate website and publish on it, in addition to Selection of candidates for the members of the Company s governing bodies is based only on professional criteria, namely

4 information required by legal regulations: 2a) on an annual basis, in the fourth quarter information about the participation of women and men respectively in the Management Board and in the Supervisory Board of the Company in the last two years 9a) a record of the General Meeting in audio or video format. qualifications and experience. The Company does not provide information on the percentage of men and women in the Company s governing bodies so that investors do not get the impression that some other criteria, in addition to professional factors, are taken into account in the selection of candidates. Besides, the composition of the Company s governing bodies is made public, therefore information on the participation of men and women in the governing bodies has no informative value. The Company does not publish recordings of the General Shareholders Meeting, in audio or video form, on its website. Resolutions adopted at the General Shareholders Meetings are immediately published by the Company in the form of current reports and posted on the Company s website, which in the Company s opinion ensures a transparent access to material information in that respect. III. BEST PRACTICE FOR SUPERVISORY BOARD MEMBERS 9. Execution by the Company of an agreement/transaction with a related entity which meets the conditions of Rules No. 9, requires the approval of the Supervisory Board. The rule is applied with a reservation that not every agreement with a related entity requires the approval of the Supervisory Board. Rule No. II. 3. requires such approval only with respect to some agreements, selected under criteria that are not strictly defined. The final decision is left to the Management Board. Therefore, to have such a requirement in the Articles of Association is pointless in the opinion of the Company. Art. 14 of the Company s Articles of Association includes a number of limitations, as a result of which virtually every material agreement concluded by a subsidiary requires the approval of the Supervisory Board. IV. BEST PRACTICES OF SHAREHOLDERS 10. A Company should enable its shareholders to participate in a General Shareholders Meeting using electronic communication means through: 1) real-life broadcast of General The Company s corporate documents (Articles of Association, Regulations of the General Shareholders Meeting) do not provide for the possibility of participating and speaking at the General Meeting using electronic communication means. In the Company s opinion, implementation of this rule is associated with technical and legal risks, which may affect the

5 Meetings; 2) real-time bilateral communication where shareholders may take the floor during a General Meeting from a location other than the General Meeting. correct and uninterrupted course of General Meetings as well as a true, reliable and safe information flow during communication in real time. 3. Description of the key features of internal control and risk management systems applied at the Company with respect to the process of preparing financial statements and consolidated financial statements Pursuant to the Regulation of the Minister of Finance of 19 February 2009 on current and periodical information disclosed by issuers of securities and on conditions of recognition as equivalent of information required by the law of non-member states, the Management Board of AB S.A. is responsible for the Company's internal control system and its effectiveness in the process of preparing financial statements. Non-consolidated financial statements of AB S.A. are prepared in accordance with the Accounting Act (Journal of Laws of 2014, item 300). They are based on financial statements of the parent entity and respective financial statements of the entities controlled by the parent entity. Financial statements of the subsidiaries are adjusted to ensure their compliance with the International Financial Reporting Standards ( IFRS ) and are based on uniform accounting rules applied in respect of transactions and economic events of a similar nature. To ensure uniformity of accounting rules, the Company's accounting policy is applied throughout the Group when preparing consolidation packages. Both consolidated and non-consolidated annual financial statements are subject to audit while semi-annual financial statements are reviewed by an independent statutory auditor. Results of the audits are presented at the General Shareholders Meeting. 4. Shareholders holding, directly or indirectly, large blocks of shares As at Number of shares Shareholding structure by the number of shares Number of votes Shareholding structure by the number of votes Andrzej Przybyło % % Iwona Przybyło % % Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK % % Aviva Investors Poland S.A % % ING OFE % % Other % %

6 Total % % In the period from the balance sheet date to the date of publication hereof there were no changes in the shareholding structure of major shareholders or the number of voting rights at the GSM. 5. Holders of securities with special control rights ARTICLES OF ASSOCIATION OF AB S.A. Art. 5.1b As long as B-series shares are held by Mr. Andrzej Przybyło, they shall be privileged with respect to voting rights in such a way that every B series share shall carry two votes at General Meetings. 6. Limitations to the exercise of voting rights There are no limitations with respect to the exercise of voting rights. 7. Limitations to the assignment of an ownership title to the issuer s securities ARTICLES OF ASSOCIATION OF AB S.A. Art. 5.1b The privileged character of all B-series shares shall expire: (i) when at least one B-series share is transferred to any person other than Mr. Andrzej Przybyło, unless the ownership of registered B- series shares is transferred to the spouse or descendants of Mr. Andrzej Przybyło, or unless they are acquired through inheritance by Mr. Andrzej Przybyło's heirs ( ) 8. Description of the rules governing appointment and dismissal of managers and their rights Pursuant to Art. 9.1 of AB S.A. s Articles of Association, the Management Board is appointed and dismissed by the Supervisory Board. The Company s Management Board shall be composed of one to seven members, including the President of the Management Board, nominated and dismissed by the Supervisory Board. The term of office of the Management Board shall be common and last four hours. The Company s Management Board manages and represents the Company. All matters related to the management of the Company s business that are not reserved by law or these Articles of Association to be the competences of the General Meeting or the Supervisory Board shall fall within the competences of the Management Board. Before performing any operation that, pursuant to the Code of Commercial Companies or these Articles of Association, requires a resolution of the Supervisory Board or of the General Meeting, the Management Board shall apply for the relevant approval to the Supervisory Board or to the General Meeting of the Company. If the Management

7 Board is composed of more than one person, representations on behalf of the Company can be made by the President of the Management Board acting solely, by two Members of the Management Board acting jointly, or by a Member of the Management Board acting jointly with a proxy. In accordance with the Articles of Association, decisions regarding share issue or redemption are taken by the Issuer s General Meeting. 9. Description of the rules governing changes in the Company s Articles of Association The rules governing changes in the Company s Articles of Association are provided in Art. 430 and of the Code of Commercial Companies. 10. Description of the functioning of the General Shareholders Meeting and its fundamental powers as well as of shareholders rights and their exercise. The General Meeting of AB S.A. (GM) operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the General Meeting. The General Shareholders Meeting appoints the Management Board on its own initiative or at the request of a Shareholder/Shareholders representing at least one-twentieth of the share capital. In certain cases, the Supervisory Board as well as a Shareholder/Shareholders representing at least half of the share capital or at least half of the total number of votes in the Company have the right to convene the General Shareholders Meeting, and in the case of Shareholders authorised by a registry court to convene a General Shareholders Meeting (GSM) Shareholders representing at least onetwentieth of the share capital. GSM is called by an announcement published on the Company s website at least twenty six days prior the scheduled date of the Meeting and in a manner specified for distribution of current information in line with provisions of the Act on public offering and conditions for admitting financial instruments to the organised trading system and on public companies. General Meetings shall be held in Wrocław or Warsaw. A Shareholder or Shareholders representing at least one-twentieth of the share capital are entitled to, however not later than 21 days prior the scheduled date of the GSM, request that certain items be introduced to the agenda of the General Meeting as well as to submit to the Company, prior to the scheduled date of the General Meeting, draft resolutions concerning items introduced to the agenda or items that are to be introduced to the agenda. Moreover, during the General Meeting each Shareholder may propose draft resolutions concerning items added to the agenda. The following persons are entitled to participate in the GSM and exercise their voting rights: a) Persons authorised under registered shares and temporary certificates as well as pledgees and users with voting rights, provided that they were entered into the share register not later than sixteen days before the date of the General Shareholders Meeting,

8 b) Shareholders authorised under bearer shares, in cases provided for in art. 406[3] of the Code of Commercial Companies. The right to participate in the GSM and the voting right may be exercised in person or through a proxy with a power of attorney granted in a paper or electronic form. The General Shareholders Meeting requires the presence of members of the Supervisory Board and the Management Board, and where financial matters are to be discussed, also a statutory auditor must be present. In accordance with the Company s Articles of Association, the powers of the General Meeting shall include, in particular: adoption of resolutions on profit distribution or loss coverage, merger or transformation of the Company, dissolution and winding up of the Company, increase or decrease of the share capital, definition of principles for remuneration of members of the Supervisory Bard, creation and cancellation of special purpose funds, change of the Company's scope of business, change of the Company's Articles of Association, issue of bonds convertible to shares, bonds with priority rights or subscription warrants, appointment of liquidators, decisions regarding claims for damages occurring on the establishment of the Company or in the course of the Company s business or supervision, review of the issues submitted by the Supervisory Board, Management Board or shareholders, taking steps to introduce the Company's shares to organised trading. 11. Composition and the principles of functioning of the Company s governing bodies The Management Board of AB S.A. operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the Management Board. The Management Board manages the Company s affairs and represents the Company. It also ensures transparency and effectiveness of the Company's management system and that its affairs are managed in line with the law and good practices.

9 The Management Board is responsible for: the strategy and main objectives of the Company, periodic financial statements, non-audited monthly financial statements, annual financial plans of the Company (budget), strategic economic plans of the Company (business plan). All actions undertaken by the Management Board are presented to the Supervisory Board. The Management Board shall adopt relevant resolutions especially with respect to the following issues: submission to the Supervisory Board and the General Shareholders Meeting of the Management Board's report on the Company's operations and financial statements, convention of the Ordinary Shareholders Meeting and Extraordinary Shareholders Meeting on own initiative or at written request of the Supervisory Board or shareholders representing at least one-twentieth of the share capital, and definition of the General Meeting agenda, preparation of draft resolutions and motions in all issues that, pursuant to art of the Articles of Association and provisions of the Code of Commercial Companies, fall within the competences of the GM, all matters where decisions, pursuant to the provisions of the Articles of Association and the Code of Commercial Companies, depend on the approval of the Supervisory Board or the General Meeting. As at 30 June 2014, the Management Board of AB S.A. included: Andrzej Przybyło President of the Management Board Zbigniew Mądry Member of the Management Board, Commercial Director Krzysztof Kucharski Member of the Management Board, Director for Corporate and Legal Matters Grzegorz Ochędzan Member of the Management Board, Financial Director In the period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Management Board. 12. Composition and the principles of functioning of the Company s supervisory bodies

10 The Supervisory Board of AB S.A. operates pursuant to the Code of Commercial Companies and the Articles of Association of AB S.A. The detailed procedures are specified in the Regulations of the Supervisory Board. The Supervisory Board shall exercise continuous supervision over the Company's operations. In addition to other issues stipulated in the provisions of the Articles of Association or the law, the special rights of the Supervisory Board shall include: examination of the balance sheet and of the profit and loss account, examination of the Management Board's reports and the Management Board's requests pertaining to profit distribution and loss coverage; appointment and dismissal of members of the Company's Management Board and suspension of individual members or of the entire Management Board; approval of the Regulations of the Management Board; determination of the remuneration principles of the Management Board; approval of the appointment of a Proxy; approval of annual financial plans (budget) and strategic economic plans (business plans) of the Company; the budget should include at least one operational plan of the Company, the plan of revenues and costs for a given accounting year (with respect to the entire year and to individual calendar months), balance sheet forecast for the end of the accounting year, plan of cash flow for the accounting year (with respect to the entire year and to individual calendar months) and plan of the Company's expenditures other than usual costs of operation; granting approval for incurring obligations by the Company or Company's subsidiaries, related to a single transaction or a series of related transactions with the total value exceeding, in a single financial year, the equivalent of EUR 200, (two hundred thousand), not provided for in the budget approved in accordance with the provisions of the Company's Articles of Association and which are activities that go beyond ordinary management. The equivalent shall mean an equivalent in PLN or in another exchangeable currency expressed in EUR, converted at the average EUR exchange rate and average exchange rate of the currency other than PLN published by the President of the National Bank of Poland on the date immediately preceding the date on which the Management Board of the Company submits a request to the Supervisory Board for approving such a transaction; granting approval for incurring loans or credits or issuing debt securities by the Company or the Company's subsidiaries, if as a result, the total value of the Company's debt would exceed the equivalent of EUR 8,000, (eight million); granting approval for issuing sureties by the Company or the Company's subsidiaries and for incurring guarantee obligations and other off-balance sheet obligations, by the Company or the Company's subsidiaries, not provided for in the budget approved in accordance with provisions of

11 the Company's Articles of Association, except for the operations to secure the Company's own liabilities; granting approval for establishing a pledge, mortgage or transfer of title to secure a debt or other charges to the assets of the Company or the Company's subsidiaries, not provided for in the budget approved in accordance with provisions of the Company's Articles of Association; granting approvals for expenditures of the Company or the Company's subsidiaries (including capital expenditures) related to a single transaction or a series of related transactions with the total value exceeding, in a single financial year, the equivalent of EUR 200, (two hundred thousand), not provided for in the budget approved in accordance with provisions of the Company's Articles of Association and which are activities that go beyond the ordinary management; granting approvals for purchase or takeover of shares in other commercial companies, by the Company or the Company's subsidiaries, and for entering into partnerships with other business entities by the Company or the Company's subsidiaries; granting approvals for concluding contracts by the Company on profit distribution of legal persons or business entities without legal personality; granting approvals for selling fixed assets of the Company or the Company's subsidiaries the value of which exceeds 10% (ten percent) of the net book value of fixed assets of the Company or Company's subsidiaries, respectively, established on the basis of the last verified financial statements of the Company or the Company's subsidiaries, respectively, from the marketable inventory within the scope of normal business operation; granting approvals for the sale or transfer of copyrights or any other intellectual property rights, in particular the rights to the company name and to the AB device mark as well as rights to trademarks; granting approvals for concluding contracts between the Company or Company's subsidiaries and members of the Company's Management Board, Company's shareholders or entities related to any of the Company's shareholders or members of the Company's Management Board. The term related entity shall mean a person, company or any other entity which has economic or family associations with any shareholder of the Company, member of the Company's Management Board, including in particular: (i) his/her spouse, or (ii) his/her children, or (iii) grandchildren, or (iv) parents, or (v) grandparents, or (vi) siblings, and any company or any other entity controlled directly or indirectly by the persons referred to above, or in which the persons referred to above have significant economic interest; granting approvals for employment by the Company or the Company's subsidiaries of advisers and other persons who are not employees of the Company or the Company's subsidiaries, as consultants, lawyers, agents, if the annual remuneration, not provided for in the budget approved in accordance with provisions of the Company's Articles of Association, exceeds the equivalent of EUR 200, (two hundred thousand);

12 granting approvals for pledging the Company's shares in the situations provided for in the Articles of Association; granting approvals for the sale of the Company's registered shares in the course of enforcement proceedings; selection of a statutory auditor to review the Company's financial statements; granting approvals for acquisition or sale of real estate, rights of perpetual usufruct or share in real estate. As at 30 June 2014, the Supervisory Board of AB S.A. included: Iwona Przybyło Jacek Łapiński Jan Łapiński Radosław Kiełbasiński Andrzej Bator Katarzyna Jażdrzyk In the period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Supervisory Board. There is an Audit Committee established within the Supervisory Board, composed of 3 members appointed by the Supervisory Board from among their number. At least one member of the Audit Committee should be an independent member and be qualified in accounting or financial audit. The tasks of the Audit Committee include in particular: monitoring of the process of financial reporting, monitoring of efficiency of the internal control, internal audit and risk management systems, monitoring of the activities of financial audit, monitoring of independence of the auditor and the entity authorised to audit financial statements. The Audit Committee recommends to the Supervisory Board the entity authorised to audit financial statements and to perform audits of the Company. As at 30 June 2014, the Audit Committee of AB S.A. included: Katarzyna Jażdrzyk Iwona Przybyło Andrzej Bator

13 In the period from the balance sheet date to the publication of the report, there were no changes in the composition of the Company s Audit Committee. Date First and last name Position / function Signature Andrzej Przybyło Krzysztof Kucharski Zbigniew Mądry Grzegorz Ochędzan PRESIDENT OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD MEMBER OF THE MANAGEMENT BOARD

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